Item 1.01 Entry Into a Material Definitive Agreement.





Agreement and Plan of Merger

On January 30, 2020, InsPro Technologies Corporation, a Delaware corporation (the "Company"), Majesco, a California corporation (the "Buyer"), and Majesco Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Buyer ("Merger Sub") entered into an Agreement and Plan of Merger (the "Merger Agreement"). Capitalized terms used herein but not otherwise defined have the meaning set forth in the Merger Agreement.

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, at the closing (the "Closing") of the Merger (the "Effective Time"), Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of the Buyer.





Merger Consideration

The Merger Consideration to be paid by the Buyer on the Closing Date, subject to certain adjustments as set forth in the Merger Agreement (including for cash and certain debt of the Company), is $12 million in cash.

Effect on the Company's Shares

At the Effective Time, and subject to the terms and conditions of the Merger Agreement, the outstanding shares of the Company's preferred and common stock, other than shares with respect to which appraisal rights are properly exercised and not withdrawn under Delaware law, will automatically be converted into the right to receive allocations of the Merger Consideration pursuant to the Merger Agreement and the Company's Certificate of Incorporation and all amendments thereto (collectively, the "Company Charter").

Proceeds of the Merger will be allocated in accordance with the Company's Charter. The Company has three series of preferred stock with specified liquidation preferences outstanding, of which the Series C Convertible Preferred Stock, par value $0.001 per share ("Series C Preferred Stock"), is the most senior and the Series B Convertible Preferred Stock, par value $0.001 per share ("Series B Preferred Stock"), is the second most senior in a transaction of this size.

Because the amount of Merger Consideration is substantially less than the aggregate minimum liquidation preferences of the Series C Preferred Stock and Series B Preferred Stock, all Merger Consideration will be paid to the holders of those series of preferred stock. In particular, the holders of the Company's common stock, par value $0.001 per share (the "Common Stock") and Series A Convertible Preferred Stock, par value $0.001 per share ("Series A Preferred Stock"), will not receive any consideration in the Merger. Additionally, each Company option or warrant outstanding immediately prior to the Effective Time, whether or not then vested and exercisable, will be cancelled without the receipt of any consideration.

Representations and Warranties, Covenants

Each of the Company and the Buyer has made customary representations and warranties in the Merger Agreement and has agreed to customary covenants regarding the operation of the business of the Company and its Subsidiaries prior to the Effective Time. The parties have also agreed to use commercially reasonable efforts to consummate the Merger.





No Solicitation

The Company has agreed not to solicit or enter into an agreement regarding an Acquisition Proposal, and, subject to certain exceptions, is not permitted to enter into discussions or negotiations concerning, or provide non-public information to a third party in connection with, any Acquisition Proposal. However, the Company may, prior to the obtaining the requisite approval from the Company's stockholders, engage in discussions or negotiations and provide non-public information to a third party which has made an unsolicited bona fide written Acquisition Proposal if the Company's board of directors determines in good faith, after consultation with the Company's outside legal counsel and financial advisor, that such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal and that the failure to do so would be reasonably likely to be inconsistent with the director's duties set forth under Delaware law.





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Closing Conditions

Consummation of the Merger is subject to certain conditions, including, without limitation, adoption of the Merger Agreement by the requisite vote of the Company's stockholders, the accuracy of the representations and warranties (subject to customary materiality qualifiers), the absence of any Material Adverse Effect with respect to the Company, the Company's compliance with its covenants and agreements contained in the Merger Agreement (subject to customary materiality qualifiers) and the Company's Fairness Advisor shall not have withdrawn, revoked or modified their fairness opinion, among others.





Termination

The Merger Agreement may be terminated at any time prior to the Closing upon the occurrence or non-occurrence of certain events, including the following:





  ? by mutual written consent of Buyer and the Company;

  ? by the Company or the Buyer if the Closing does not occur by April 30, 2020;




    ?   by the Company or the Buyer if the other party breaches any of its
        representations, warranties or covenants in the Merger Agreement (or, in
        the case of the Buyer, any breach by a party to any Voting Agreement by a
        party thereto) and that breach is not curable or not cured within 20
        business days of receiving notice of such breach;




    ?   by the Company or the Buyer if a court of competent jurisdiction or other
        governmental authority shall have issued a final, non-appealable order,
        decree or ruling or taken any other action, or there shall exist any law,
        in each case preventing or otherwise prohibiting the Closing or that
        otherwise has the effect of making the Closing or the transactions
        contemplated thereby illegal;




    ?   by the Company if at any time prior to the receipt of the Requisite
        Stockholder Approval, in the event that (i) the Company shall have
        received a Superior Proposal, (ii) the Company's board of directors shall
        have determined to terminate the Merger Agreement or effected or resolved
        to effect a change in its recommendation in accordance with the terms of
        the Merger Agreement (a "Company Board Recommendation Change"), (iii) the
        Company enters into, concurrently with the termination of the Merger
        Agreement, a definitive written agreement providing for the consummation
        of a Superior Proposal and (iv) the Company pays the Buyer the
        Termination Fee; and




    ?   by the Buyer in the event that (i) there is a Company Board
        Recommendation Change, (ii) a tender or exchange offer that if
        consummated would result in any person or group beneficially owning more
        than 15% of the outstanding voting securities of the Company is commenced
        by a person who is not an Affiliate or representative of the Buyer and
        the Company does not publicly announce, within 10 business days after the
        commencement of such tender or exchange offer, that the Company
        recommends rejection of such tender or exchange offer, (iii) there is a
        Company Board Recommendation Change for the consummation of a Superior
        Proposal, (iv) the Company's board of directors or any committee thereof
        fails to reaffirm the Company's board of directors' recommendation within
        10 business days after the receipt of a written request to do so from the
        Buyer following an Acquisition Proposal that has been publicly announced
        or that has become publicly known or (v) the Company commits a material
        breach of its obligations with respect not soliciting or negotiating an
        Acquisition Proposal, which breach, if capable of being cured, has not
        been cured within five days after the Buyer has given written notice to
        the Company of such breach.

If the Company terminates the Merger Agreement in connection with a Superior Proposal or the Buyer terminates the Merger Agreement in connection with a Company Board Recommendation Change, the Company shall pay to the Buyer a Termination Fee equal to $720,000 in cash.





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The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K (this "Report") and incorporated herein by reference. The representations, warranties and covenants of the parties contained in the Merger Agreement have been made solely for the benefit of the parties thereto. In addition, such representations, warranties and covenants (i) have been made only for purposes of the Merger Agreement, (ii) have been qualified by confidential disclosures made by the Company to the Buyer in connection with the Merger Agreement, (iii) are subject to materiality qualifications contained in the Merger Agreement which may differ from what may be viewed as material by investors, (iv) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement and (v) have been included in the Merger Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as facts. Accordingly, the Merger Agreement is included with this Report only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding the parties or their respective businesses. Investors should not rely on the representations, warranties or covenants, or any descriptions thereof, as characterizations of the actual state of facts or condition of the parties or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures. Accordingly, you should read the representations and warranties in the Merger Agreement not in isolation but only in conjunction with the other information about the Company and the Buyer that is or will be included in reports, statements and other filings that the Company will file with the Securities and Exchange Commission (the "SEC") in connection with the Merger.





Voting Agreement

Pursuant to the Merger Agreement, The Co-Investment Fund II, L.P. and Independence Blue Cross entered into a voting agreement (the "Voting Agreement") with the Buyer and Merger Sub. Pursuant to the Voting Agreement, The Co-Investment Fund II, L.P. and Independence Blue Cross agreed to vote their shares of the Company's (i) Common Stock, (ii) Series A Preferred Stock, (iii) Series B Preferred Stock and (iv) Series C Preferred Stock, in each case, in favor of, among other things, the adoption of the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement and against (i) any competing proposal or competing transaction, (ii) the adoption of any competing transaction agreement and (iii) any other action that would in any manner (A) prevent, impede, frustrate or nullify any provision of the Merger Agreement, (B) change the voting rights of any class of the Company's capital stock or (C) otherwise interfere with or delay the transactions contemplated by the Merger Agreement. Following the conversion by The Co-Investment Fund II, L.P. on January 30, 2020 of 900,000 shares of its Series A Preferred Stock into 18,000,000 shares of Common Stock, The Co-Investment Fund II, L.P. and Independence Blue Cross collectively hold approximately 51.4% of the outstanding Common Stock, 94.5% of the outstanding Series A Preferred Stock, 81.5% of the Series B Preferred Stock and 80% of the Series C Preferred Stock. However, in the event of a Company Board Recommendation Change, The Co-Investment Fund II, L.P. and Independence Blue Cross are only required to vote shares representing not less than 33% of the Company's outstanding Common Stock, Series A Preferred Stock, Series B Preferred Stock and/or Series C Preferred Stock, as applicable, and, in each case, in favor of the adoption of the Merger Agreement. In addition, The Co-Investment Fund II, L.P. and Independence Blue Cross have agreed not to (i) subject to certain exceptions, transfer their shares of the Company's Common Stock and/or preferred stock, as applicable, and (ii) solicit alternative transactions or enter into discussions concerning, or provide confidential information in connection with, any alternative transaction. The Voting Agreement will terminate upon the earlier of the Effective Time or the termination of the Merger Agreement in accordance with its terms.

The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the form of the Voting Agreement which is filed as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.





           Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this Report about future events, expectations, plans or prospects for the Company, or about the Company's future expectations, beliefs, goals, plans or prospects, constitute forward-looking statements within the meaning of Section 21E of the Exchange Act. All statements other than statements of historical fact, including statements containing the words "will," "believes," "plans," "anticipates," "expects," "estimates" and similar expressions, are forward-looking statements. Such statements include, but are not limited to, statements regarding the planned Merger and the anticipated timing thereof. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, including, but not limited to: (1) the conditions to the completion of the Merger, including the required approvals by the Company's stockholders, may not be satisfied on the terms expected or on the anticipated schedule; (2) the parties' ability to meet expectations regarding the timing and completion of the Merger; (3) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (4) the effect of . . .

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Description
  2.1           Agreement and Plan of Merger, dated as of January 30, 2020, by and
              among InsPro Technologies Corporation, Majesco and Majesco Merger Sub,
              Inc.*
  99.1          Form of Voting Agreement

*             Schedules and other similar attachments have been omitted pursuant to
              Item 601(b)(2) of Regulation S-K, which include the Disclosure Schedule
              (as defined in the Merger Agreement). The signatory hereby undertakes to
              furnish supplemental copies of any of the omitted schedules and
              attachments upon request by the SEC.




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